ACI Telecentrics Inc. Contracts
Sample Business Contracts
Master Lease Agreement - CIT Financial Ltd. and Corporation ACI Telecentrics du Quebec Inc.
Lease Forms
- Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
- When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
- Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
- Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
- When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.
CIT MASTER LEASE AGREEMENT
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207 QUEENS QUAY WEST, SUITE 700, TORONTO, ONTARIO, CANADA M5J 1A7
LESSEE: Corporation ACI Telecentrics du Quebec Inc. (`Lessee')
ADDRESS: 1155 Rene-Levesque Blvd. W., Montreal, QC H3B 3S6
This Master Lease Agreement made as of _______________________, 2000,
('Agreement'), Including the terms and conditions on the following page and any
schedules and agreements herein, correctly sets forth the entire agreement
between CIT Financial LTD. ('Lessor') and Lessee. No agreements or
understandings shall be binding on either of the parties hereto unless in
writing and executed by the parties hereto.
1. Lease. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
the personal or movable property (the 'Equipment') described in the lease
Schedule(s) (the 'Schedule') executed and to be executed by the parties and
attached hereto to form part hereof. Each Schedule shall constitute a
separate lease of Equipment and the provisions hereof will be deemed to be
a part thereof. In contemplation of entering into a Schedule Funding
Agreement providing for the acquisition of such Equipment by Lessor and at
the request of Lessee.
2. Term and Rental. The term of the lease for any Equipment ('Lease Term'),
its commencement date ('Lease Commencement Date') and the amount of the
rental ('Rental', together with the sales tax and goods and services tax
thereon, if applicable, and the terms of payment thereof, will be as
provided in the Schedule related to such Equipment. Lessee's obligation to
pay Rental and other amounts owing under a Schedule or hereunder shall be
absolute and unconditional without any claim of setoff or compensation by
Lessee. Lessee shall not be permitted to prepay its Rentals or other
obligations. Lessee shall on the Lease Commencement Date pay Lessor the
number of advance rentals, if any, set forth in the Schedule. Such advance
rentals shall not constitute a security deposit and shall not be refundable
to Lessee under any circumstances, but shall be applied by Lessor against
subsequent Rentals in reverse order of maturity.
3. Use. Lessee will cause the Equipment to be operated in accordance with any
applicable manufacturer's manuals or instructions, by competent duly
qualified personnel. In accordance with applicable governmental
regulations, if any, and for business purposes only. Lessee agrees not to
remove the Equipment from its location as set forth in the related Schedule
without Lessor's prior written consent, provided that Equipment which is
mobile by nature shall be based at such location but may be operated away
from such location in ordinary course of Lessee's business.
4. Maintenance. Lessee assumes all risk of loss or damage to the Equipment by
any cause whatsoever from the date of shipment thereof until it is returned
to Lessor and the Schedule with respect to it is terminated, and agrees
that the Equipment will be installed and maintained in good operating
condition at Lessee's expense and returned to Lessor promptly at the expiry
of the Lease Term in good operating condition (ordinary wear and tear
excepted).
5. Alterations. Lessee may make alterations, additions or improvements to the
Equipment provided such alterations, additions or improvements shall not
decrease the value of the Equipment or impair its utility. Any alterations,
additions or improvements to the Equipment shall be at Lessee's expense and
shall belong to and become the property of Lessor subject to the terms of
this Agreement during the Lease Term of such Equipment. Lessee may remove
any such alterations, additions or improvements at the expiration of the
Lease Term of such Equipment, provided Lessee shall repair any damage to
the Equipment or the premises where located resulting from or occasioned by
such removal and provided after any such removal Lessee shall restore the
Equipment to its original state and condition (ordinary wear and tear
excepted).
6. Insurance. As and from the earlier of the date upon which Lessor pays any
part of the cost of an item of Equipment or acquires ownership of or title
to an item of Equipment or bears any risk, responsibility and liability
therefor and thereafter throughout the Lease Term of an item of Equipment.,
Lessee shall at its sole expense:
(a) insure the Equipment against all risks of physical loss or damage,
including without limitation loss by fire (including extended
coverage), theft, collision and such other risks of loss as are
customarily covered by insurance on such type of equipment by prudent
operators of businesses similar to that in which Lessee is engaged, in
such amounts, in such form and which such insurers as shall be
satisfactory to Lessor, but in no event shall such insurance be less
than an amount (the 'Loss Value') equal to the present value from time
to time of all unpaid amounts due as Rental or otherwise (including
the purchase option amount or any amounts due if the purchase option
is not exercised, if applicable) with respect to such Equipment,
calculated by discounting such amounts at the rate of six percent (6%)
per annum, which amount the parties agree represents an estimate of
the full replacement value of the Equipment from time to time during
the Lease Term.
(b) Maintain public liability and property damage insurance in respect of
the use, operation and possession of the Equipment and the ownership
thereof by Lessor with insurers satisfactory to Lessor in such form
and with such limits of liability as Lessor may form time to time
reasonably require.
Each insurance policy will name Lessee and Lessor as insureds will name
Lessor as an additional insured and loss payee thereof and shall contain a
clause requiring the insurer to five to Lessor at least 30 days' prior
written notice of any alteration in the terms of such policy or of the
cancellation thereof. At Lessor's request, Lessee shall furnish to Lessor a
certificate or certificates of insurance or other evidence satisfactory to
Lessor that such coverage is in effect, provided, however, that Lessor
shall be under no duty to either ascertain the existence of or to examine
such insurance policy or to advise Lessee in the event such insurance
coverage shall not comply with the requirements hereof. If any such
policies of insurance contain a co-insurance clause, Lessee shall either
cause such co-insurance clause to be waived or maintain at all times a
sufficient amount of insurance to meet the requirements of any such
co-insurance clause so as to prevent Lessee from becoming a co-insurer
under the terms of any such policy. Lessee will, at its expense, make all
proofs of loss and take all other steps necessary to recover insurance
benefits unless advised in writing by Lessor that Lessor desires so to do
at Lessee's expense. Proceeds of insurance shall at the option of Lessor be
disbursed by Lessor against satisfactory invoices for repair or replacement
of Equipment, provided there is no Default hereunder, or be retained by the
Lessor for application against Lessee's obligations hereunder, and if the
proceeds received are less than the Loss Value of the Equipment lost,
Lessee shall immediately pay to Lessor the amount of such deficiency. The
total or partial loss of the Equipment or its use or possession shall not
relieve Lessee from its obligations and liabilities hereunder.
7. Uninsured Loss and Damage. If any item of Equipment is lost, stolen,
destroyed or damaged beyond repair and is not covered by insurance in the
amount required by section 6 for any reason, or in the event of any
condemnation, confiscation, seizure or expropriation of such item. Lessee
shall immediately pay to Lessor the Loss Value of such item, at which time
Lessor will transfer to Lessee, without recourse or warranty of any nature
whatsoever, all of Lessor's right, title and interest in such item of
Equipment.
<PAGE>
8. Laws and Regulations. Lessee shall comply with all laws relating to the
Equipment, its possession and use and the ownership thereof by Lessor.
9. Representations and Warranties of Lessee. Lessee represents and warrants to
Lessor, which representations and warranties shall be deemed to be repeated
on each day that this Agreement remains in force, that:
(a) Lessee, if a corporation, is duly incorporated and validly existing in
good standing under the laws of the jurisdiction of its corporation,
and Lessee has the power, corporate or otherwise, to enter into this
Agreement and all certificates and other documents required hereby or
referred to herein;
(b) this Agreement has been duly authorized by all necessary action,
corporate or otherwise, on the part of Lessee, has been duly executed
and delivered by Lessee and constitutes the legal, valid and binding
agreement of Lessee enforceable against it in accordance with their
terms;
(c) the execution, delivery, observance and performance of this Agreement
does not and will not result in the breach of, constitute a default
under, contravene any provision of, or result in the creation of any
lien on or in any property or assets of the Lessee, pursuant to
Lessee's constating documents (if any) or any agreement, indenture or
other instrument to which Lessee is a party or by which Lessee or any
of its property or assists may be bound; and
(d) there are no actions, suits or proceedings pending or, to the
knowledge of Lessee, threatened in any court or tribunal or before any
competent authority against Lessee or any of its property or assets
which, in the reasonable and bona fide opinion of Lessee, may have a
material adverse effect on the financial condition or business of
Lessee.
10. Exclusion of Equipment Warranties. Lessee acknowledges that Lessee alone
will have selected the Equipment, that the Lessor does not deal in the
Equipment and that Lessor does not and will not make any representation or
warranty whatsoever, express or implied, with respect to the Equipment or
its merchantability or adequacy for Lessee's purpose or otherwise. Lessor
will have no liability whatsoever (including without limitation, liability
for any indirect or consequential damages) arising from any latent or other
defect in the Equipment including any fundamental breach, or other failure
of performance, capacity or operation of the Equipment. If any Equipment is
unsatisfactory for any reason whatsoever, Lessee shall pay the Rental and
other amounts owing in respect of such Equipment without set 0ff or
abatement and shall seek recourse solely against the supplier or
manufacturer of such Equipment. For such purpose, Lessor assignees to
Lessee the benefit of all warranties and guarantees provided by
manufacturers or suppliers of Equipment. If the manufacturer or supplier
substitutes replacement equipment for any Equipment described in a
Schedule, Lessee will promptly give Lessor notice thereof together with
such particulars as are necessary to prepare a corrected Schedule and such
replacement equipment shall be deemed Equipment.
11. Default. Time is of the essence and it shall be a default hereunder
('Default') and under all Schedules if:
(a) Lessee fails to pay any Rental or other amounts payable under any
Schedule or hereunder when due in the manner specified;
(b) Lessee fails to observe or perform any covenant or other obligation or
provision of a Schedule or hereunder,
(c) Lessee becomes insolvent (within the meaning of the BANKRUPTCY AND
INSOLVENCY ACT, WINDING UP ACT or COMPANIES' CREDITORS ARRANGEMENT ACT
is filed by or against Lessee or if a receiver or receiver-manager is
appointed for Lessee or a substantial part of Lessee's property;
(d) an emcumbrancer or any other party takes possession of a substantial
part of Lessee's property or any of the Equipment;
(e) any representation or warranty made by Lessee to Lessor in connection
with the entering into of this Agreement or any statement in any
document or agreement in connection herewith proves to have been
untrue or incorrect when made or furnished;
(f) Lessee ceases or threatens to cease to carry on the business currently
being carried on by it or dispose of all or substantially all of its
property;
(g) any item of Equipment is confiscated, forfeited or seized or otherwise
attached by anyone pursuant to any legal process or other means;
(h) if Lessee is a corporation, there is any change in its effective
control without the prior written consent of Lessor;
(i) Lessee or any guarantor of Lessee is in default under any other lease,
contract, agreement or obligation now existing or hereinafter entered
into with the Lessor or any assignee of Lessor whether Lessee is a
corporation, or
(j) Lessee dies or becomes mentally incompetent, if an individual, or is
dissolved, or amalgamated or wound up if Lessee is a corporation, or
(k) Lessor believes in good faith that the payment of the Rental or the
performance or observation of any covenant herein is impaired or that
the Equipment is in danger of being lost, damaged or confiscated, or
being encumbered by Lessee or seized or otherwise attached by anyone
pursuant to any legal process or otherwise.
For greater certainty, Lessee acknowledges that a Default under one Schedule
shall be deemed a Default under all Schedules.
12. Remedies
(a) Upon Default and any time thereafter Lessor shall have, in addition to
any other right or remedy Lessor may have at law or in equity, the rights
and remedies set out below, all of which shall be enforced successively,
concurrently and/or cumulatively:
(i) without further notice require Lessee to return the Equipment
under any or all Schedules ('Repossession') and for such purposes
Lessee hereby grants Lessor the right to enter its premises at
the then current Equipment location for the purpose of
Repossession and acknowledges that Lessor may retain all prior
payments as partial compensation for the use of the Equipment,
and sell or lease the Equipment upon such terms as Lessor
determines with or without notice, at private or public sale,
with or without having the Equipment at the sale ('Disposition');
(ii) upon five (5) days' prior written notice after the occurrence and
continuance of Default, terminate this Agreement and any
Schedule; or
(iii)demand, as a genuine pre-estimate of liquidated damages for loss
of bargain and not as a penalty, the Loss Value of the Equipment
(b) Lessee will pay all costs arising or incurred by Lessor as a result of
Default, including reasonable legal fees on a solicitor and his own
client basis. Such costs will be first deducted from the proceeds of
any Disposition. If an amount in excess of the Loss Value is received
by Lessor, after costs, from the exercise of its remedies under
paragraph 12(a), Lessor shall pay to Lessee or any other party
entitled by law to such payment, any such excess and Lessee shall be
liable for any deficiency.
(c) Lessee will pay Lessor interest at the Prime Rate plus 5% per annum
calculated daily on all sums not received by Lessor when due and owing
under the provisions of any Schedule or hereunder. Such interest shall
be calculated monthly, not in advance, and be due and payable on the
same days as provided for the payment of Rental so long as payment of
any monies due and payable hereunder is in arrears. For purposes of
this paragraph, "Prime Rate" means the rate of interest per annum
which Royal Bank of Canada establishes from time to time at its
principal office in Toronto for demand loans in Canandian dollars made
to its customers in Canada and referred to as its prime rate of
interest.
(d) Lessee waives all claims for damages against Lessor arising out of the
Repossession, voluntary surrender, removal or Disposition of the
Equipment.
(e) All rights of Lessor are cumulative and not alternative and may be
exercised by Lessor separately or together, in any order or
combination.
(f) Lessor may discharge any claim, lien, mortgage, charge, security
interest, encumbrance or any rights of others that may exist or be
threatened against the Equipment, and in each such case the amounts so
paid together with costs, charges and expenses incurred in connection
therewith shall be added to the amount otherwise owed by Lessee.
13. Ownership. Title to the Equipment is and shall remain in Lessor. During the
Lease Term, the Equipment shall be and remain movable, personal and chattel
property. Lessor shall not interfere with Lessee's right to possession and
quiet enjoyment of the Equipment during the Lease Term provided no Default
shall have occurred hereunder or under any
<PAGE>
Schedule. Lessor may require plates, labels or other markings to be affixed
to or placed prominently upon the Equipment indicating Lessor as the owner.
14. Return on Termination. At the end of the Lease Term or earlier termination
of each Schedule, the Equipment shall be returned by Lessee, at its cost,
to Lessor at a place reasonably designated by Lessor, unless a purchase
option is exercised in respect thereof.
15. Indemnification. Lessee shall be responsible for, and shall indemnify and
save Lessor harmless from and against, all losses, claims, costs, expenses,
damages, actions and liabilities, including without limitation solicitor's
fees on a solicitor and his own client basis, in connections with, or
arising from, this Agreement and/or any Schedule, the Equipment and the
manufacture, acquisition, possession, return, ownership, leasing, use and
operation of the Equipment. This indemnity shall survive termination of
this Agreement.
16. Taxes, Liens, Change of Name. Lessee shall:
(a) punctually pay all sales and other taxes, licence fees, levies and
assessments which may become payable at any time upon, or in respect
of, the Equipment, this Agreement and/or any Schedule and make and
file all declarations and returns in connection therewith;
(b) keep the Equipment free and clear of liens, charges, security
interests, hypothecs, attachments, seizures and encumbrances of any
kind, except those in favor of Lessor: and
(c) notify Lessor in writing no less than 60 days prior to changing its
name or the location of its chief executive officer.
17. Remedying Defaults. If Lessee shall fail to perform or comply with any of
Lessee's obligations hereunder and/or under a Schedule, Lessor in its
discretion may do as such reasonable acts and make all such reasonable
disbursements as may be necessary to remedy such failure and any
disbursements so made shall be payable to Lessee on demand, together with
interest at the rate stipulated in paragraph 12(c) from the date of
disbursement by Lessor to the date of payment by Lessee.
18. Notices. Notices with respect hereto will be given in writing personally
delivered to an officer or duly authorized representative of the recipient
party or by prepaid registered mail addressed to such party at its address
set forth above or such other address as it may in writing direct. Notice,
if mailed as aforesaid, shall be deemed effective upon the fifth (5)
business day after the mailing thereof.
19. Assignments.
(a) This Agreement including any Schedule is not assignable by Lessee nor
may Lessee assign or sublet the Equipment without the prior written
consent of Lessor.
(b) Lessor may at any time without notice to Lessee transfer or assign
this Agreement or any Schedule or any Equipment or any Rental or other
moneys and benefits due or to become due hereunder.
20. Miscellaneous.
(a) This Agreement shall be binding upon and anure to the benefit of
Lessor and its successors and assigns and shall be binding upon Lessee
and the heirs, executors, administrators, successors and permitted
assigns or sublets of the Lessee.
(b) If more than one person, firm or corporation executes this Agreement
as Lessee, their respective liabilities hereunder will be both joint
and several, but Lessor will be fully discharged in respect of any
obligation hereunder upon performance of that obligation in favour of
any one of them
(c) No term, condition or provision of this Agreement will be waived or
deemed to have been waived by Lessor except in writing.
(d) Lessee shall furnish its financial statements to Lessor within 120
days after the close of each fiscal year of Lessee prepared in
accordance with generally accepted accounting principles consistently
applied. Lessee shall also furnish such other information as Lessor
may from time to time reasonably request, and shall permit Lessor to
inspect and make copies of its books and records upon at least 24
hours' prior notice.
(e) This Agreement and Schedule hereto may be amended only by agreement in
writing signed by Lessor and Lessee.
(f) Any provision of this Agreement which is or is deemed to be void,
prohibited or unenforceable in any jurisdiction is, as such
jurisdiction, severable herefrom and ineffective to the extent of such
avoidance, prohibition or unenforceably, without invalidating the
remaining provisions hereof.
(g) All Lessee's obligations hereunder shall be performed or observed at
Lessee's expense.
(h) Lessor may make any registrations, recordations, or filings necessary
or desirable to protect or discharge, as the case may be, its security
interest in the Equipment at the expense of Lessee.
(i) Lessee and Lessor shall give such further assurances and do such acts
and execute such documents as may be required by the other of them to
give effect to this Agreement and to protect their respective rights
hereunder.
(j) "This Agreement", "hereto", "herein", "hereof", "hereby", "hereunder",
and similar expressions refer to this Master Lease Agreement and
include all Schedules.
(k) This document and all related documents have been written in the
English language at the express request of the parties. Le present
document ains que tous documents ratrachant ont ete rediges en langue
anglaise a la demande expresse des parties.
(l) Lessee acknowledges receipt of a copy of this Agreement.
(m) This Agreement and all Schedules hereto are non-cancellable by Lessee.
(n) This Agreement and the Schedules shall for the purpose of determining
the validity and enforceability of Lessor's security interest in the
Equipment and the Lessor's remedies upon a default, (i) be governed by
and construed in accordance with the laws of the jurisdiction where
Lessee is located as the date of this Lease if the Equipment is
inventory leased or held for lease to others or Equipment that is an
intangible or Equipment normally used in more than one jurisdiction,
and (ii) in all other cases, the laws of the jurisdiction where the
Equipment is located. For all other purposes, this Agreement shall be
governed and construed in accordance with the laws of the Province of
Ontario.
21. Provincial Waivers
(a) Quebec. Notwithstanding anything in this Agreement to the contrary,
the contract evidenced hereby shall be a contract of leasing as
contemplated by Article 1842 of the CIVIL CODE and Lessee declares and
represents that it chose the Equipment leased hereunder which will be
used for the purpose of its enterprise.
(b) Sasketchewan. Lessee, if a corporation, hereby agrees that the
LIMITATION OF CIVIL RIGHTS ACT, as amended from time to time, shall
have no application to the rights, powers or remedies of Lessor
hereunder, and hereby waives any rights Lessee may have thereunder.
CIT FINANCIAL LTD.
PER:
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NAME: CHRIS PELPOLA
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TITLE: Manager Administration
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DATE: Dec. 13, 2000
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LESSEE: Corporation ACI Telecentrics du Quebec Inc.
PER: /S/ Russ Jackson
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NAME: RUSS JACKSON
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TITLE: CFO/Treasurer
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DATE: August 24, 2000
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<PAGE>
CIT
CENTRE, 207 QUEENS QUAY WEST, SUITE 700, LEASE
TORONTO, ONTARIO, CANADA M5J 1A7 SCHEDULE NO.
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ATTACHED TO AND FORMING PART OF MASTER LEASE AGREEMENT ("Lease Agreement") dated
as of August, 2000. BETWEEN CIT FINANCIAL LTD. ("LESSOR") AND Corporation ACI
Telecentrics du Quebec Inc. ("LESSEE')
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Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from
Lessor, upon and subject to the terms, conditions and provisions set forth in
this Lease Schedule ("Schedule") and in the above referenced Lease Agreement,
the Equipment described or identified below and/or on Schedule "A" attached
hereto, if applicable, together with all attachments, accessions, replacements
and/or additions thereto (the "Equipment"). Any capitalized term not defined
herein shall have the meaning ascribed to it in the Lease Agreement.
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EQUIPMENT DESCRIPTION
See attached Equipment Schedule "A"
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LOCATION OF EQUIPMENT: 375 de Courcelette Street, Sherbrooke, QC J1H 3X4
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1. TERM AND RENTAL PROVISIONS
Lease Term: 36 months
Lease Commencement Date: December 1, 2000
Terminal Rentals: 1 of U.S. $6,220.70
Rentals Payable: Monthly
FIRST RENTAL DUE: December 1, 2000
TOTAL PERIODIC RENTAL SCHEDULE:
(1) 36 Rentals at U.S. $6,220.70 each
(2) Rentals at $ each
(3) Rentals at $ each
(4) Rentals at $ each
(5) Rentals at $ each
(6) Rentals at $ each
(7) Rentals at $ each
(8) Rentals at $ each
(9) Rentals at $ each
(10) Rentals at $ each
All rentals are subject to applicable taxes.
SECURITY DEPOSIT: $
2. PURCHASE OPTION: Lessee shall, when not in Default under the Lease
Agreement and upon 60 days' prior written notice to Lessor, have the option
to purchase all but not less than all of the Equipment on the date(s) and
for the price(s) ("Option Price") referred to below subject to the terms
and conditions of the Lease Agreement.
(a) on the due date for the 36 Rental for U.S. $1.00
in either case together with the Rentals and other amounts due under this
Schedule or the Lease Agreement.
On Lessor's receipt of the Option Price in cash, plus sales and other
taxes, if applicable, the Equipment will be sold to Lessee in its then
condition, quantity and location, on an "as is, where is" basis, free and
clear of liens, charges or encumbrances created by Lessor, without further
warranties, conditions or representations whatsoever, express or implied,
on the part of Lessor.
3. RENTAL ADJUSTMENT. (a) If the Rentals are calculated based upon a variable
rate of interest, then the actual amount payable by Lessee will increase or
decrease according to the terms set forth on Schedule "B" attached hereto
which are incorporated by reference and form part of the Schedule. Schedule
is made as of the 30th day of November, 2000
(a) In all other cases, the Rentals set forth in Section 1 are based on
__________ rate, being __________ per annum as of the _____ day of
__________, 200_. For each of 1% increase or decrease which occurs in such
rate prior to execution by Lessee and receipt by Lessor of an Equipment
Acceptance Certificate with respect to the Equipment, the Rental will be
adjusted $______ upwards or downwards, as the case may be. Lessor is hereby
authorized to make such adjustments as may be necessary upon receipt of an
Equipment Acceptance Certificate executed by Lessee;
(b) If the Equipment has been or will be purchased by Lessor in any
currency other than Canadian dollars, the Rentals in Section 1 and the
Option Price will each be adjusted upwards or downwards, as the case
may be, and in the same proportion, to any increase or decrease in
such rate of exchange as at the date on which Lessor pays for such
Equipment, and Lessor is hereby authorized to make such adjustments as
may be necessary upon receipt thereof.
4. AGREEMENT. This Schedule shall be deemed to take effect and form part of
the Lease Agreement pursuant to Section 1 thereof on the date Lessor
receives a fully completed Equipment Acceptance Certificate duly executed
by Lessee in form and content acceptable to Lessor, in Lessor's sole
discretion, and an invoice from the supplier of the Equipment which is the
subject of such Equipment Acceptance Certificate with such invoice
designating Lessor as purchaser and owner of Equipment. Lessee hereby
authorizes Lessor to insert as the lease Commencement Date the date lessor
receives an executed Equipment Acceptance Certificate and, where
applicable, the serial number of the Equipment. Notwithstanding the
foregoing, the time for attachment of the security interest created hereby
has not been postponed and is intended to attach when this Schedule is
executed by Lessee and attaches at that time to Equipment in which Lessee
than has any right, title or interest and attaches to Equipment in which
Lessee subsequently acquires any right, title or interest at the time when
Lessee first acquires such right, title or interest. Lessee hereby agrees
that the security interest in the Equipment created hereby shall secure
payment and performance by Lessee of its obligations to Lessor or any
assignee of Lessor under
<PAGE>
this Schedule and under any other lease, lease schedule, contract or
agreement now existing or hereinafter entered into by Lessee with Lessor or
any assignee of Lessor whether Lessee is bound alone or with others.
5. The present document has been written in the English language at the
express request of the parties. Le present document a ete redige en langue
anglaise a la demande epresse des parties.
6. Additional Provisions
LESSOR: CIT FINANCIAL LTD.
PER: CHRIS PELPOLA
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NAME/TITLE: Manager administration
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LESSEE: Corporation ACI Telecentrics du Quebec Inc.
PER: /s/ Russ Jackson
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NAME/TITLE: Russ Jackson CFO
--------------------------------